Common use of The Swap Agreement; Supplemental Interest Trust Clause in Contracts

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and the laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-2 Supplemental Interest Trust.” The corpus of the Supplemental Interest Trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the holders of the Certificates as a segregated subtrust of the Trust Fund, which shall hold the Yield Maintenance Agreement, the Swap Agreement and the Supplemental Interest Trust Account. Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Supplemental Interest Trust Trustee held pursuant to this Agreement. In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On the Closing Date, the Supplemental Interest Trust Trustee shall establish an account (the “Supplemental Interest Trust Account”), which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty and any payments received from the Yield Maintenance Agreement Counterparty pursuant to Section 5.29 above will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, in the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in July 2017, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in July 2017, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 4.04(l)(i)-(viii) of this Agreement. Any such subtrust shall not be an asset of any REMIC. On any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01(c), funds on deposit in the Supplemental Interest Trust Account shall be distributed in the following order of priority by the Supplemental Interest Trust Trustee:

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and the laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-2 M1 Supplemental Interest TrustTrust (Pool 1).” The corpus of the Supplemental Interest Trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the holders of the Pool 1 Certificates as a segregated subtrust of the Trust Fund, which shall hold the Yield Maintenance Agreement, the Swap Agreement and the Supplemental Interest Trust Account. Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Supplemental Interest Trust Trustee held pursuant to this Agreement. In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On the Closing Date, the Supplemental Interest Trust Trustee shall establish an account (the “Supplemental Interest Trust Account”), which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty and any payments received from the Yield Maintenance Agreement Counterparty pursuant to Section 5.29 above will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, in the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in July 2017November 2016, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in July 2017November 2016, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 4.04(l)(i)-(viii) 5.30 of this Agreement. Any such subtrust shall not be an asset of any REMIC. On any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01(c), funds on deposit in the Supplemental Interest Trust Account shall be distributed in the following order of priority by the Supplemental Interest Trust Trustee:

The Swap Agreement; Supplemental Interest Trust. (a) On the Closing Date, the Depositor shall establish the Supplemental Interest Trust, pursuant to the provisions of the Agreement and the laws of the State of New York, which shall be maintained pursuant to the Agreement, as a separate trust, to be known, for convenience, as “ChaseFlex 2007-2 3 Supplemental Interest Trust.” The corpus of the Supplemental Interest Trust shall be held by the Supplemental Interest Trust Trustee for the benefit of the holders of the Certificates as a segregated subtrust of the Trust Fund, which shall hold the Yield Maintenance Agreement, the Swap Agreement and the Supplemental Interest Trust Account. Funds deposited within the Supplemental Interest Trust shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Supplemental Interest Trust Trustee held pursuant to this Agreement. In no event shall any funds deposited in the Supplemental Interest Trust be credited to or made available to any other account of the Trust Fund. The records of the Paying Agent shall at all times reflect that the Supplemental Interest Trust is a subtrust of the Trust Fund, the assets of which are segregated from other assets of the Trust Fund. On the Closing Date, the Supplemental Interest Trust Trustee shall establish an account (the “Supplemental Interest Trust Account”), which shall be an Eligible Account within the Supplemental Interest Trust. Any Swap Termination Payments or Net Swap Payments received from the Swap Counterparty and any payments received from the Yield Maintenance Agreement Counterparty pursuant to Section 5.29 above will be deposited into the Supplemental Interest Trust Account. Certain distributions to the Certificateholders and any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of the Supplemental Interest Trust Account. The Supplemental Interest Trust Trustee is hereby directed by the Depositor to execute the Swap Agreement on behalf of the Supplemental Interest Trust in the form presented to it by the Depositor and shall have no responsibility for the contents of such Swap Agreement, including, without limitation, the representations and warranties contained therein. The Supplemental Interest Trust Trustee shall have all of the rights and protections of the Trustee hereunder. The Supplemental Interest Trust Trustee shall use reasonable efforts to enforce all of the rights of the Supplemental Interest Trust and exercise any remedies under the Swap Agreement and, in the event the Swap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined in the Swap Agreement), find a replacement counterparty to enter into a replacement swap agreement utilizing the amounts of the net Swap Termination Payments received. For each Distribution Date, through and including the Distribution Date in July 2017June 2014, the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust Trustee shall, based on the “significance estimate” (as defined in Regulation AB and which shall be provided to the Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust by the Depositor within five (5) Business Days prior to the Distribution Date), calculate the “significance percentage” (as defined in Regulation AB) of the Swap Agreement and the Yield Maintenance Agreement. If on any such Distribution Date, the Significance Percentage relating to either of the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 9%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor, on behalf of the Supplemental Interest Trust Trustee, shall obtain the financial information required to be delivered by the Swap Counterparty or the Yield Maintenance Agreement Counterparty, as applicable, pursuant to the terms of the Swap Agreement or Yield Maintenance Agreement, as applicable. If, on any succeeding Distribution Date through and including the Distribution Date in July 2017June 2014, the “significance percentage” relating to the Swap Agreement or the Yield Maintenance Agreement is equal to or greater than 10%, the Supplemental Interest Trust Trustee shall promptly notify the Depositor and the Depositor shall, within five (5) Business Days of such Distribution Date, deliver to the Paying Agent the financial information provided 109 to it by the Swap Counterparty or Yield Maintenance Agreement Counterparty, as applicable, in Exxxx-compatible format for inclusion in the Form 10-D relating to such Distribution Date. Any Swap Termination Payment received by the Supplemental Interest Trust Trustee from the Swap Counterparty shall be deposited in the Supplemental Interest Trust and shall be used to make any upfront payment required under a replacement swap agreement and any upfront payment received from the counterparty to a replacement swap agreement shall be used to pay any Swap Termination Payment owed to the Swap Counterparty. Notwithstanding anything contained herein, in the event that a replacement swap agreement cannot be obtained within thirty (30) days after receipt by the Supplemental Interest Trust Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such Swap Termination Payment into a separate, segregated non-interest bearing subtrust established by the Supplemental Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on each Distribution Date following receipt of such Swap Termination Payment, withdraw from such subtrust, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the original Swap Agreement) and distribute such amount in accordance with Section 4.04(l)(i)-(viii) 5.30 of this Agreement. Any such subtrust shall not be an asset of any REMIC. On any Distribution Date (or in the case of any Net Swap Payments, on the related Swap Payment Date), any Swap Termination Payments or Net Swap Payments owed to the Swap Counterparty will be paid out of and any Net Swap Payments or Swap Termination Payments received from the Swap Counterparty will be deposited into the Supplemental Interest Trust Account. Neither the Supplemental Interest Trust nor the Supplemental Interest Trust Account will be an asset of any REMIC. After giving effect to any distributions pursuant to Section 6.01(c6.01A(c), funds on deposit in the Supplemental Interest Trust Account shall be distributed in the following order of priority by the Supplemental Interest Trust Trustee: